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8-K - 8-K - Diplomat Pharmacy, Inc.a17-25233_18k.htm

Exhibit 99.1

 

 

Diplomat Announces 3rd Quarter Financial Results

 

3rd Quarter Revenue of $1,125 Million, Net Income Attributable to Diplomat of $1.0 Million,

Adjusted EBITDA of $23.2 Million

 

FLINT, Mich., November 6, 2017 /PRNewswire/ — Diplomat Pharmacy, Inc. (NYSE: DPLO), the nation’s largest independent provider of specialty pharmacy services, announced financial results for the quarter ended September 30, 2017.  All comparisons, unless otherwise noted, are to the quarter ended September 30, 2016.

 

Third Quarter 2017 Highlights include:

 

·                  Revenue of $1,125 million, compared to $1,181 million

 

·                  Total prescriptions dispensed of 222,000, compared to 266,000

 

·                  Gross margin of 7.6% versus 6.6%

 

·                  Gross profit per prescription dispensed of $360, compared to $289

 

·                  Net income attributable to Diplomat of $1.0 million, compared to $5.4 million

 

·                  Adjusted EBITDA of $23.2 million, compared to $22.6 million

 

·                  Adjusted EBITDA margin of 2.1% versus 1.9%

 

·                  EPS of $0.01 per diluted common share versus $0.08

 

·                  Adjusted EPS of $0.25 versus $0.21

 

Phil Hagerman, CEO and Chairman of Diplomat, commented “Diplomat’s third quarter results were solid as we achieved financial results in-line with our expectations, experienced continued growth in our oncology and infusion businesses and expansion in our access to limited distribution drugs, as well as encouraging trends within the specialty pharmacy industry. I am pleased to announce we have resolved our arbitration with CVS and have transitioned from a PSAO contract to a direct contract with CVS, one of the nation’s largest health care companies. 2017 is a transition year for Diplomat, and we continue to make significant strides, including broadening our services through our acquisitions of NPS and 8th Day Software and enhancing our senior management team to execute on our strategy to become a broader-based health care company.”

 

Third Quarter Financial Summary:

 

Revenue for the third quarter of 2017 was $1,125 million, compared to $1,181 million in the third quarter of 2016.  The decrease was driven by a loss of approximately $118 million due to contracts that were not renewed in 2017 and approximately $89 million due to a decrease in the demand for hepatitis C drugs versus the prior year period.  These decreases were partially offset by approximately $64 million from the impact of manufacturer price increases, approximately $47 million from increased volume and mix with existing payor contracts, approximately $25 million of revenue from our recent acquisitions, and approximately $15 million from drugs that were new in the past year.  Our revenue increase year over year excluding the impact of the contract losses was approximately 6%.

 

Gross profit in the third quarter of 2017 was $85.3 million and generated a 7.6% gross margin, compared to $78.5 million and 6.6% in the third quarter of 2016.  The gross margin increase in the quarter was primarily due to the continued growth of our specialty infusion therapeutic category, the impact of our WRB Communications acquisition, each having higher margins, the receipt and recognition of approximately $1 million of insurance proceeds, and the non-repeat of an approximately $4 million direct and indirect remuneration (“DIR”) fee true-up that occurred in the year ago period.

 



 

Selling, general, and administrative expenses (“SG&A”) for the third quarter of 2017 were $83.0 million, an increase of $5.9 million, compared to $77.1 million in the third quarter of 2016.  Of this change, $4.9 million related to employee cost, of which $5.2 million was employee cost for our recently acquired entities partially offset by operational efficiencies.  Also contributing to the SG&A increase was a $2.4 million increase in amortization expense from definite-lived intangible assets, and a $1.9 million increase in the fair value of contingent consideration, both of which are associated with our acquired entities.  We also experienced increases in other SG&A; including professional fees, workers’ compensation insurance, and other miscellaneous expenses.  These increases were partially offset by the non-repeat of a $4.8 million impairment expense to fully impair certain definite-lived intangible assets in the prior year period.  As a percentage of revenue, SG&A excluding change in fair value of contingent consideration and the prior year period impairment was 7.2% for the three months ended September 30, 2017, compared to 6.1% in the prior year period.  This increase is primarily attributable to acquisition related amortization, professional fees, and the increased operating complexity associated with both our acquisitions and new drugs.

 

Net income attributable to Diplomat for the third quarter of 2017 was $1.0 million compared to $5.4 million in the third quarter of 2016.  This decrease was primarily driven by the revenue, gross profit, and SG&A explanations above, as well as a $2.6 million change in income taxes. Adjusted EBITDA for the third quarter of 2017 was $23.2 million compared to $22.6 million in the third quarter of 2016.

 

Earnings per share for the third quarter of 2017 was $0.01 per basic/diluted common share, compared to $0.08 per basic/diluted common share for the third quarter of 2016.  Diluted non-GAAP adjusted earnings per share (“Adjusted EPS”) was $0.25 in the third quarter of this year compared to $0.21 in the third quarter of 2016.

 

2017 Financial Outlook

 

For the full-year 2017, we are updating our previous financial guidance:

 

·                  Revenue between $4.4 and $4.6 billion, versus the previous range of $4.3 and $4.6 billion

 

·                  Net income attributable to Diplomat between $10 and $14 million, versus the previous range of $10 and $16 million

 

·                  Adjusted EBITDA between $99 and $102 million, versus the previous range of $97 and $103 million

 

·                  Diluted EPS between $0.15 and $0.20, versus the previous range of $0.15 and $0.23

 

·                  Adjusted EPS between $0.82 and $0.87, versus the previous range of $0.71 and $0.79

 

Our EPS and Adjusted EPS expectations assume approximately 68,600,000 weighted average common shares outstanding on a diluted basis and a tax rate of 19%, versus the previous tax rate of 26%, for the full year 2017, which could differ materially.

 

Earnings Conference Call Information

 

As previously announced, the Company will hold a conference call to discuss its third quarter performance this evening, November 6, 2017, at 5:00 p.m. Eastern Time.  Shareholders and interested participants may listen to a live broadcast of the conference call by dialing 833-286-5805 (or 647-689-4450 for international callers) and referencing participant code 95696083 approximately 15 minutes prior to the call.  A webcast and audio file of the conference call will be available on the investor relations section of the Company’s website for approximately 90 days at ir.diplomat.is.

 



 

About Diplomat

 

Diplomat (NYSE: DPLO) is the nation’s largest independent provider of specialty pharmacy services—helping patients and providers in all 50 states. The company offers medication management programs for people with complex chronic diseases and delivers unique solutions for manufacturers, hospitals, payors, providers, and more. Diplomat opened its doors in 1975 as a neighborhood pharmacy with one essential tenet: “Take good care of patients and the rest falls into place.” Today, that tradition continues—always focused on improving patient care and clinical adherence. For more information, visit diplomat.is.

 

Non-GAAP Information

 

Adjusted EPS adds back, net of income taxes, the impact of all merger and acquisition related expenses, including amortization of intangible assets, the change in fair value of contingent consideration, as well as transaction-related costs.  We exclude merger and acquisition-related expenses from Adjusted EPS because we believe the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and such expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired intangible assets, or ultimate realization of contingent consideration.  Investors should note that acquisitions, once consummated, contribute to revenue in the periods presented as well as future periods and should also note that amortization and contingent consideration expenses may recur in future periods.  A reconciliation of Adjusted EPS, a non-GAAP measure, to EPS as prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) can be found below.

 

We define Adjusted EBITDA as net income (loss) attributable to Diplomat before interest expense, income taxes, depreciation and amortization, share-based compensation, change in fair value of contingent consideration and other merger and acquisition-related expenses, restructuring and impairment charges, and certain other items that we do not consider indicative of our ongoing operating performance (which are itemized below in the reconciliation to net income (loss) attributable to Diplomat).  Adjusted EBITDA is not in accordance with, or an alternative to, GAAP.  In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles.  You should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items.

 

We consider Adjusted EBITDA and Adjusted EPS to be supplemental measures of our operating performance.  We present Adjusted EBITDA and Adjusted EPS because they are used by our Board of Directors and management to evaluate our operating performance.  Adjusted EBITDA is also used as a factor in determining incentive compensation, for budgetary planning and forecasting overall financial and operational expectations, for identifying underlying trends, and for evaluating the effectiveness of our business strategies.  Further, we believe they assist us, as well as investors, in comparing performance from period-to-period on a consistent basis.  Other companies in our industry may calculate Adjusted EBITDA and Adjusted EPS differently than we do and these calculations may not be comparable to our Adjusted EBITDA and Adjusted EPS metrics.  A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income (loss) attributable to Diplomat can be found below.

 



 

Forward Looking Statements

 

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Diplomat’s expectations regarding revenues, net income (loss) attributable to Diplomat, Adjusted EBITDA, EPS, Adjusted EPS, market share, the performance of acquisitions and growth strategies.  The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information, and these statements are qualified by important risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements.  These risks and uncertainties include: our ability to adapt to changes or trends within the specialty pharmacy industry; significant and increasing pricing pressure from third-party payors; the amount of direct and indirect remuneration fees, as well as the timing of assessing such fees and the non-transparent methodology used to calculate such fees; the outcome of material legal proceedings, including related to direct and indirect remuneration fees; our relationships with key pharmaceutical manufacturers; bad publicity about, or market withdrawal of, specialty drugs we dispense; a significant increase in competition from a variety of companies in the health care industry; our ability to expand the number of specialty drugs we dispense and related services; maintaining existing patients; revenue concentration of the top specialty drugs we dispense; our ability to maintain relationships with a specified wholesaler and two pharmaceutical manufacturers or other pharmaceutical manufacturers that become material to our business over time; increasing consolidation in the healthcare industry; managing our growth effectively; our ability to effectively execute our acquisition strategy or successfully integrate acquired businesses; dependence on our senior management and key employees and managing recent turnover among key employees; potential disruption to our workforce and operations due to recent cost savings and restructuring initiatives; and the additional factors set forth in “Risk Factors” in Diplomat’s Annual Report on Form 10-K for the year ended December 31, 2016 and in subsequent reports filed with or furnished to the Securities and Exchange Commission.  Except as may be required by any applicable laws, Diplomat assumes no obligation to publicly update such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments, or otherwise.

 

 

INVESTOR CONTACT:

Bob East, Westwicke Partners

443-213-0500 | Diplomat@westwicke.com

 


 


 

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(dollars in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2017

 

2016

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and equivalents

 

$

27,152

 

$

7,953

 

Accounts receivable, net

 

277,840

 

275,568

 

Inventories

 

194,958

 

215,351

 

Prepaid expenses and other current assets

 

9,321

 

6,235

 

Total current assets

 

509,271

 

505,107

 

Property and equipment, net

 

20,575

 

20,372

 

Capitalized software for internal use, net

 

38,760

 

50,247

 

Goodwill

 

383,015

 

316,616

 

Definite-lived intangible assets, net

 

194,721

 

199,862

 

Deferred income taxes

 

6,647

 

6,010

 

Other noncurrent assets

 

1,060

 

1,040

 

Total assets

 

$

1,154,049

 

$

1,099,254

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

327,504

 

$

320,684

 

Borrowings on line of credit

 

21,592

 

39,255

 

Short-term debt, including current portion of long-term debt

 

10,875

 

7,500

 

Accrued expenses:

 

 

 

 

 

Compensation and benefits

 

9,685

 

5,674

 

Contingent consideration

 

2,000

 

 

Other

 

9,357

 

12,233

 

Total current liabilities

 

381,013

 

385,346

 

Long-term debt, less current portion

 

116,543

 

100,184

 

Contingent consideration

 

9,300

 

 

Total liabilities

 

506,856

 

485,530

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred stock (10,000,000 shares authorized; none issued and outstanding)

 

 

 

Common stock (no par value, 590,000,000 shares authorized; 68,764,301 and 66,764,999 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively)

 

525,172

 

503,828

 

Additional paid-in capital

 

36,718

 

33,268

 

Retained earnings

 

85,280

 

76,306

 

Total Diplomat Pharmacy shareholders’ equity

 

647,170

 

613,402

 

Noncontrolling interests

 

23

 

322

 

Total shareholders’ equity

 

647,193

 

613,724

 

Total liabilities and shareholders’ equity

 

$

1,154,049

 

$

1,099,254

 

 



 

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Net sales

 

$

1,124,957

 

$

1,181,173

 

$

3,330,161

 

$

3,265,549

 

Cost of goods sold

 

(1,039,654

)

(1,102,661

)

(3,074,975

)

(3,024,529

)

Gross profit

 

85,303

 

78,512

 

255,186

 

241,020

 

Selling, general and administrative expenses

 

(82,995

)

(77,138

)

(239,487

)

(200,748

)

Income from operations

 

2,308

 

1,374

 

15,699

 

40,272

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

(2,054

)

(1,831

)

(6,034

)

(4,787

)

Other

 

45

 

49

 

111

 

262

 

Total other expense

 

(2,009

)

(1,782

)

(5,923

)

(4,525

)

Income (loss) before income taxes

 

299

 

(408

)

9,776

 

35,747

 

Income tax benefit (expense)

 

662

 

3,236

 

(1,101

)

(9,443

)

Net income

 

961

 

2,828

 

8,675

 

26,304

 

Less: net loss attributable to noncontrolling interest

 

(55

)

(2,580

)

(299

)

(3,067

)

Net income attributable to Diplomat Pharmacy, Inc.

 

$

1,016

 

$

5,408

 

$

8,974

 

$

29,371

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

$

0.08

 

$

0.13

 

$

0.45

 

Diluted

 

$

0.01

 

$

0.08

 

$

0.13

 

$

0.43

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

68,371,429

 

66,511,118

 

67,600,920

 

65,714,727

 

Diluted

 

68,769,618

 

68,359,611

 

68,259,416

 

68,082,564

 

 



 

DIPLOMAT PHARMACY, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2017

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

8,675

 

$

26,304

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

48,813

 

36,085

 

Net provision for doubtful accounts

 

7,523

 

6,378

 

Share-based compensation expense

 

5,487

 

4,508

 

Changes in fair values of contingent consideration

 

1,965

 

(8,922

)

Contingent consideration payments

 

 

(4,174

)

Amortization of debt issuance costs

 

892

 

878

 

Deferred income tax (benefit) expense

 

(637

)

8,824

 

Impairment expense

 

 

4,804

 

Other

 

1

 

1

 

Changes in operating assets and liabilities, net of business acquisitions:

 

 

 

 

 

Accounts receivable

 

4,117

 

(23,639

)

Inventories

 

22,379

 

(26,194

)

Accounts payable

 

(3,055

)

5,390

 

Other assets and liabilities

 

(2,514

)

1,162

 

Net cash provided by operating activities

 

93,646

 

31,405

 

Cash flows from investing activities:

 

 

 

 

 

Payments to acquire businesses, net of cash acquired

 

(76,646

)

(69,172

)

Expenditures for capitalized software for internal use

 

(3,252

)

(9,797

)

Expenditures for property and equipment

 

(3,414

)

(5,012

)

Other

 

(38

)

1

 

Net cash used in investing activities

 

(83,350

)

(83,980

)

Cash flows from financing activities:

 

 

 

 

 

Net (payments on) proceeds from line of credit

 

(17,663

)

45,519

 

Proceeds from long-term debt

 

25,000

 

 

Payments on long-term debt

 

(6,031

)

(4,500

)

Proceeds from issuance of stock upon stock option exercises

 

7,597

 

3,758

 

Contingent consideration payments

 

 

(2,681

)

Payments of debt issuance costs

 

 

(29

)

Net cash provided by financing activities

 

8,903

 

42,067

 

Net increase (decrease) in cash and equivalents

 

19,199

 

(10,508

)

Cash and equivalents at beginning of period

 

7,953

 

27,600

 

Cash and equivalents at end of period

 

$

27,152

 

$

17,092

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

(5,125

)

$

(3,793

)

Net cash (paid) refunded for income taxes

 

(4,716

)

1,291

 

 


 


 

Adjusted EBITDA

 

The table below presents a reconciliation of net income attributable to Diplomat Pharmacy, Inc. to Adjusted EBITDA for the periods indicated.

 

 

 

For the three months ended September 30,

 

For the nine months ended September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(dollars in thousands) (unaudited)

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

1,016

 

$

5,408

 

$

8,974

 

$

29,371

 

Depreciation and amortization

 

16,877

 

13,695

 

48,813

 

36,085

 

Interest expense

 

2,054

 

1,831

 

6,034

 

4,787

 

Income tax (benefit) expense

 

(662

)

(3,236

)

1,101

 

9,443

 

EBITDA

 

$

19,285

 

$

17,698

 

$

64,922

 

$

79,686

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration and other merger and acquisition expense

 

$

3,016

 

$

423

 

$

4,133

 

$

(6,904

)

Share-based compensation expense

 

1,688

 

1,356

 

5,487

 

4,508

 

Employer payroll taxes - option repurchases and exercises

 

33

 

138

 

218

 

208

 

Restructuring and impairment charges

 

 

2,450

 

 

2,450

 

Severance and related fees

 

78

 

152

 

781

 

154

 

Other items (1)

 

(915

)

398

 

(372

)

1,175

 

Adjusted EBITDA

 

$

23,185

 

$

22,615

 

$

75,169

 

$

81,277

 

 


(1) Includes $1.0 million insurance recovery for inventory loss due to a cooler failure in the three months ended December 31, 2016

 

Adjusted EPS (diluted)

 

Below is a reconciliation of net income attributable to Diplomat Pharmacy, Inc. per diluted share to Adjusted EPS for the periods indicated.

 

 

 

For the three months ended September 30,

 

For the nine months ended September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

(dollars in thousands, except per share amounts) (unaudited)

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

1,016

 

$

5,408

 

$

8,974

 

$

29,371

 

Amortization of acquisition-related intangible assets

 

13,015

 

10,611

 

38,280

 

29,113

 

Contingent consideration and other merger and acquisition expense

 

3,016

 

423

 

4,133

 

(6,904

)

Income tax impact of adjustments

 

131

 

(2,136

)

(4,777

)

(5,867

)

Adjusted non-GAAP net income

 

$

17,178

 

$

14,306

 

$

46,610

 

$

45,713

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

0.01

 

$

0.08

 

$

0.13

 

$

0.43

 

Amortization of acquisition-related intangible assets

 

0.19

 

0.16

 

0.56

 

0.43

 

Contingent consideration and other merger and acquisition expense

 

0.04

 

0.01

 

0.06

 

(0.10

)

Income tax impact of adjustments

 

0.01

 

(0.04

)

(0.07

)

(0.09

)

Adjusted EPS

 

$

0.25

 

$

0.21

 

$

0.68

 

$

0.67

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Diluted

 

68,769,618

 

68,359,611

 

68,259,416

 

68,082,564

 

 



 

2017 Full Year Guidance: GAAP to Non-GAAP Reconciliation

 

The tables below present a reconciliation of net income attributable to Diplomat Pharmacy, Inc. to Adjusted EBITDA and net income attributable to Diplomat Pharmacy, Inc. per diluted share to Adjusted EPS for the year ended December 31, 2017.

 

Reconciliation of GAAP to Adjusted EBITDA

(dollars in thousands) (unaudited)

 

 

 

Range

 

 

 

Low

 

High

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

10,000

 

$

14,000

 

Depreciation and amortization

 

66,267

 

65,717

 

Interest expense

 

7,664

 

7,055

 

Income tax expense

 

2,275

 

3,214

 

EBITDA

 

$

86,206

 

$

89,986

 

 

 

 

 

 

 

Contingent consideration and other merger and acquisition expense

 

$

5,127

 

$

4,647

 

Share-based compensation expense

 

6,907

 

6,607

 

Employer payroll taxes - option repurchases and exercises

 

245

 

245

 

Severance and related fees

 

887

 

887

 

Other items

 

(372

)

(372

)

Adjusted EBITDA

 

$

99,000

 

$

102,000

 

 

Reconciliation of GAAP to Adjusted Net Income and Adjusted EPS

(dollars in thousands, except per share amounts) (unaudited)

 

 

 

Range

 

 

 

Low

 

High

 

Net income attributable to Diplomat Pharmacy, Inc.

 

$

10,000

 

$

14,000

 

Amortization of acquisition-related intangible assets

 

52,168

 

52,168

 

Contingent consideration and other merger and acquisition expense

 

5,127

 

4,647

 

Income tax impact of adjustments

 

(10,886

)

(10,795

)

Adjusted non-GAAP net income

 

$

56,409

 

$

60,020

 

 

 

 

 

 

 

Net income attributable to Diplomat Pharmacy, Inc.

 

0.15

 

0.20

 

Amortization of acquisition-related intangible assets

 

0.76

 

0.76

 

Contingent consideration and other merger and acquisition expense

 

0.07

 

0.07

 

Income tax impact of adjustments

 

(0.17

)

(0.16

)

Adjusted EPS

 

$

0.82

 

$

0.87